Setting Up a Company in Gibraltar: Administrative Procedures

Published on October 2, 2025 and written by Cyril Jarnias

Gibraltar, this small British territory located at the southern tip of the Iberian Peninsula, has become an attractive business hub for many international entrepreneurs. With its favorable tax regime and business-friendly regulations, Gibraltar offers a conducive environment for establishing offshore companies. In this article, we will explore in detail the administrative steps required to set up your company in Gibraltar, as well as the necessary documents based on the chosen legal structure.

Gibraltar’s Advantages for Your Company

Before diving into the administrative aspects, it’s important to understand why Gibraltar is a popular destination for business formation:

• Favorable tax regime with a corporate tax rate of 10%
• Political and economic stability due to its status as a British territory
• Business-friendly regulatory framework
• Modern infrastructure and advanced financial services
• Access to the European market despite Brexit

These benefits make Gibraltar an appealing option for entrepreneurs looking to optimize their international business structure.

Main Legal Structures in Gibraltar

Before starting the administrative procedures, you need to choose the legal structure that best suits your project. Gibraltar offers several options:

1. Limited Company (Ltd) This is the equivalent of the French SARL. This structure is the most common in Gibraltar, offering limited liability to shareholders and great operational flexibility.

2. Public Limited Company (PLC) Similar to a corporation, this structure is suitable for large companies looking to raise public funds.

3. Partnership This form allows two or more people to associate for commercial activities. There are limited and unlimited liability partnerships.

4. Branch A branch of a foreign company can be established in Gibraltar, allowing the parent company to operate directly in the territory.

5. Trust Although not strictly a business structure, trusts are commonly used in Gibraltar for wealth management and tax planning.

The choice of structure will depend on your business objectives, liability needs, and tax strategies.

Key Steps to Create Your Company in Gibraltar

1. Company Name Reservation

The first step is to choose and reserve your future company’s name. This procedure is done with Companies House Gibraltar, the equivalent of the commercial registry.

• Check the availability of your desired name on the official Companies House website
• Ensure the name complies with local rules (no offensive terms, no confusion with existing trademarks, etc.)
• Submit a name reservation request, valid for 3 months

The cost of this reservation is approximately £30, and the process typically takes 24 to 48 hours.

2. Preparation of Incorporation Documents

Once the name is reserved, you need to prepare your company’s founding documents:

• Memorandum of Association: defines the company’s relationship with the outside world
• Articles of Association: govern the company’s internal operations

These documents must be drafted in English and comply with Gibraltar legislation. It is highly recommended to engage a local lawyer or specialized firm to ensure their compliance.

3. Appointment of Directors and Shareholders

• At least one director (who can be an individual or corporate entity)
• A company secretary (for Limited Companies)
• The initial shareholders

Gibraltar imposes no restrictions on the nationality of directors or shareholders, offering great flexibility to international investors.

4. Opening a Bank Account

Although not a legal requirement, opening a bank account in Gibraltar is highly recommended to facilitate your company’s operations. The main banks present in the territory are:

• Jyske Bank
• NatWest Gibraltar
• Turicum Private Bank

The account opening process can be quite rigorous due to anti-money laundering regulations. Be prepared to provide detailed documentation about fund origins and your company’s ownership structure.

5. Registration with Companies House

The final step is to submit all required documents to Companies House Gibraltar for the official registration of your company. This includes:

• The incorporation documents
• The registration application form
• Information about directors and shareholders
• Proof of payment of registration fees

Processing time is typically 24 to 48 hours, but can be expedited for an additional fee.

Required Documents by Legal Structure

Required documents vary slightly depending on the chosen legal structure. Here’s an overview of the main documents needed for the most common forms:

For a Limited Company (Ltd)

• Memorandum of Association
• Articles of Association
• Registration application form (Form 1)
• Declaration of compliance signed by a Gibraltar lawyer or by the subscribers
• Details of directors and company secretary (Form 9)
• Registered office address in Gibraltar
• Copy of passports of directors and shareholders
• Proof of address for directors and shareholders

For a Public Limited Company (PLC)

In addition to the documents required for an Ltd, you must provide:

• An expert report on the value of non-monetary assets contributed to capital
• A minimum capital declaration (the minimum capital required for a PLC is £22,000)
• A prospectus if the company makes a public offering

For a Partnership

• Partnership agreement detailing partners’ rights and obligations
• Partnership registration form
• Copy of passports and proof of address for partners
• Business address in Gibraltar

For a Branch

• Certified copy of the parent company’s incorporation documents
• Board resolution authorizing the establishment of the branch
• Details about the parent company’s directors and local representative
• Latest audited financial statements of the parent company
• Branch address in Gibraltar

Post-Incorporation Obligations Not to Overlook

Once your company is established in Gibraltar, several ongoing obligations must be met to maintain its compliant status:

1. Record Keeping

• Register of members (shareholders)
• Register of directors and secretaries
• Register of charges (mortgages and other securities)
• Minutes of board meetings and general meetings

These records must be kept at the company’s registered office in Gibraltar.

2. Annual Returns

• Updated information on directors, secretaries, and shareholders
• Registered office address
• Summary of issued shares

The submission deadline is typically 28 days after the incorporation anniversary date.

3. Accounting and Audit

• Maintain accounting records compliant with international standards
• Prepare annual financial statements
• Have these financial statements audited (except for small companies that may qualify for exemptions)

Accounts must be filed with Companies House within 13 months of the fiscal year end.

4. Taxation

• Register with Gibraltar tax authorities
• Submit annual corporate tax returns
• Pay corporate tax (currently 10% on profits)

It is highly recommended to engage a local accountant to ensure your company’s tax compliance.

Tips for Successful Company Formation in Gibraltar

To maximize your chances of success in establishing and managing your company in Gibraltar, here are some additional tips:

1. Engage Local Professionals

• A Gibraltar lawyer for drafting incorporation documents and legal advice
• A local accountant for tax and accounting management
• A registration agent to facilitate procedures with Companies House

These professionals will save you valuable time and prevent costly mistakes.

2. Plan Your Governance Structure

• Board composition
• Distribution of powers among directors
• Decision-making processes

Clear and effective governance will facilitate your company’s daily management and reassure your business partners.

3. Anticipate Economic Substance Requirements

• Maintain real physical presence in Gibraltar (office, employees)
• Hold board meetings on site
• Demonstrate that effective management of the business is conducted from Gibraltar

These elements are crucial to fully benefit from the tax advantages offered by Gibraltar.

4. Stay Informed About Regulatory Developments

• Keep informed of legislative changes
• Adapt your structure if necessary
• Regularly consult your local advisors

This monitoring will help you maintain your company’s compliance and optimize its structure over time.

Conclusion: Gibraltar, an Attractive Option Requiring a Professional Approach

Setting up a company in Gibraltar offers numerous advantages, particularly in terms of taxation and regulation. However, the process requires careful preparation and thorough understanding of local requirements. By following the steps detailed in this article and surrounding yourself with competent professionals, you will maximize your chances of success in this attractive jurisdiction.

Remember that ongoing compliance and adaptation to regulatory developments are just as important as the initial formation process. A proactive and professional approach will allow you to fully leverage the opportunities offered by Gibraltar while minimizing potential risks.